Max's Weakness
by Brainyxbat
Summary: After nearly giving Max a heart attack, Timon decides to playfully exploit his weakness.


**Max's Weakness **

"Man, those bugs are fast!" Shenzi panted. She had been hunting for bugs with her husband, Timon. "They're like cheetahs!"

"Right?" He agreed, "Why don't we look for bugs that are more… sluggish?"

"Okay," Shenzi giggled, before she spotted a certain someone a distance away, by himself. "Hey look, there's Max," She whispered, and Timon looked in that direction. They saw that he was doing that Tai-Chi thing that he'd been doing since they moved into the Oasis.

"He's doing that Taipee thingie," Timon pointed out, "How stupid is that?" He snickered, as Shenzi giggled with him, while shushing him at the same time. "Wait, I have an idea," He whispered.

"Uh oh."

"It's a good one," Timon insisted, "I'm gonna scare him! This is gonna be so good!"

"He'll kill you!"

"No, he won't," Timon smirked, "Watch the master." He sneaked on his tiptoes over to an oblivious Max. When Shenzi saw Timon stick out his index fingers on the way over, she realized what he was going to do.

"Okay, I take it back," She whispered to him, "This is gonna be good!"

"Told ya," He smiled at her, before he continued sneaking over. He smiled widely and evilly, baring his teeth, as he came up to Max, who was still unaware that his evil nephew was right behind him. He was going to find that out soon. His grin wider than ever, Timon drew his hands back, preparing for the worst. "**_Boo!_**" He exclaimed, as his fingers jabbed into Max's sides.

"_Gyaa!_" Max yelled out, as he jumped real bad, and fell on his stomach in surprise. When he looked up, he saw his evil nephew hunched over, holding in his laughter with a lot of struggle, he started seeing red in his vision. "**_TIMON!_** What is the **_MATTER_** with you!?" He yelled angrily.

"You should've seen your face!" Timon let all his laughter out, as he was rolling in the grass on his back, "Oh man! That was _gold_, baby!" He was cracking up a storm already, as he rolled on his stomach, and banged his fists on the ground.

"That was awesome!" Max heard Shenzi laugh with him. Little did he know, Timon was crawling up to him from behind. "Priceless!" She walked up to him, "You really jumped!" She giggled.

"What did you _expect?!_" Max exclaimed angrily, still not seeing the other male meerkat.

"_You_, need to lighten up," Timon teased, poking his sides again, and Max jumped, and accidentally let out a yelp.

"Don't do that!" He glared at him, covering his body with his arms the best he could.

"Why not? You ticklish?" Timon teased him some more.

"_No!_" Max exclaimed, "You just surprised me, that's all!" Timon let an evil smirk grow on his face.

"I'll be the judge of that." Without warning, he pounced on Max; they wrestled around, Shenzi watching in amusement, before Timon gathered up some strength, and pinned his uncle on his back. "Ha! Pinned ya!" He taunted.

Truthfully, Max was _very_ ticklish. He had just been hiding it pretty much all his life; Especially from Timon, and Shenzi. And his new wife, Vitawny. Now, Timon was just about to exploit that.

"Now, I'm going to ask you again," Timon's voice snapped Max out of his thoughts. "Are you ticklish? Or not?"

"I'm _not!_" Max glared the hardest he could, trying to look intimidating.

"Once again, I'll be the judge of that," The redhead meerkat smiled evilly, as he lowered his hands right above him.

"Don't you dahahahahahaha!" Max started threatening, before he was interrupted by Timon tickling his ribs. When the redhead had his tickling fingers in between his ribs, Max started squirming around, trying to escape. "Stohohohohop!"

"I don't think so," Timon smirked, "This is too much fun!"

"Tihihihimohohohon, I will k-kihihihill yohou if y-you don't stop! Hahahahahahahaha!" Max threatened, as Timon moved his hands down to his stomach.

"Ma-a-ax!" Timon abruptly stopped when they heard a very familiar female voice calling out from a distance; it was Vitawny! "Where are you?"

"… Vita…!" Max was about to yell, but much to his surprise, Timon clapped his hand over his mouth. He started struggling again, his angry yells muffled.

"Stop that!" Timon playfully scolded, as he poked his side with his free hand, and Max let out a muffled yelp. Max's sides were his most ticklish spots; He just hoped that Timon wouldn't find that out. When he tried to push his nephew's hand off his face, Timon poked him again, making him abruptly stop. But he didn't give up; he tried even harder, while yelling angrily, and ignoring the ticklish, intermittent pokes.

Meanwhile with Shenzi, Vitawny came up next to her. "What's going on?"

"Timon's tickling Max over there," Shenzi told her quietly, and Vitawny clapped a paw over her mouth, muffling her giggles. She then walked over stealthily, deciding to join in on the fun, and pinned Max's arms to the ground. Max gazed up, as Timon drew his hand off his mouth, and saw Vitawny's adorable face hovering inches above his.

"What's up?" She smiled, her blue eyes sparkling ecstatically.

"Let me go!" He yelled angrily, struggling again.

"Not yet!" Vitawny giggled. "We may never get an opportunity like this again! Right Timon?"

"Exactly, Vit," The redhead meerkat nodded, "Now then…" Now that Max was even more vulnerable, Timon lowered his hands down again, and started tickling his sides. Max clinched his lips shut, and held in his laughter with a lot of struggle. The fact that his wife was holding his arms up didn't help him one bit.

"He's resisting," He heard Vitawny giggle.

"No matter," Timon shrugged, as he moved his hands up and down his sides, "He'll crack."

"N-no I won't!" Max blurted out, before quickly biting his lip, and a smirk grew involuntarily on his face, and his eyes were squeezed shut. Deciding to join in, Shenzi grabbed a feather she found, sneaked over to the scene, grinning devilishly, and without warning, started tickling Max under one of his arms with it. "Hehehehehey! Hahahahahahahaha!" He burst out laughing as he started squirming around again.

"Aha! I knew you'd crack!" Timon exclaimed, as his hands went up to under his armpits.

"I'm gonna tehear you ap-pahahart ihif yohou dohohon't stohohohop!" Max threatened, as the other meerkat's hands moved down to his hips, and tears came in his eyes.

"I'd like to see you try," Timon smirked, as he didn't cease his torment.

"**_IHIHIHI'M SEHEHEHEHERIOHOHOHOUHUHUS!_**" Max shrieked out over his incessant laughter, as Timon tickled the sides of his ribs, "**_I CAHAHAHAN'T BREHEHEHEAHAHATHE!_**"

Vitawny's eyes widened in concern. "Okay Timon, I think he's had enough."

"Ohhh, fine," Timon playfully pouted, as he jumped off of his uncle's legs, and Vitawny released his arms. Max abruptly sat up, covering himself with his arms, and panting like he just ran a marathon.

After he caught his breath, he slowly stood up, a menacing glare on his face, and looking directly at his evil nephew. "**_You_**, are **_DEAD_**, sonny boy," He growled out, an equally menacing smile growing, and baring his teeth.

"**… _AAAAAAHH!_**" Timon screamed as he jumped to his feet, and ran for his life, as Max jumped up, snatched Shenzi's feather away, and ran after him. "**LEAVE ME ALONE!**" The girls heard Timon scream in fear.

"Only our boys," Shenzi giggled in amusement.

"Yeah," Vitawny nodded in agreement.

* * *

><p><strong>(AN: I had to, okay? XD Anyhoo, Max, Timon, and Shenzi belong to Disney. Vitawny and this story belong to me. Poor Maxie. He could not catch a break, could he? XD)**


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